Common use of Opinions as to Trust Property Clause in Contracts

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such actions have been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, for the benefit of the Issuer Secured Parties, created by this Indenture. (b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer, an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel, no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture.

Opinions as to Trust Property. (a) On the Closing Issuance Date, the Certificate Issuer shall furnish to the Indenture Certificate Trustee and the Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, (A) such actions have action has been taken (and reciting the details of such action) with respect to the recording and filing of this Indenture, any indentures supplemental hereto, Certificate Indenture and any other requisite documents, and with respect to the execution and filing of any UCC financing statements and UCC continuation statements, as are necessary to perfect and make effective the first priority lien Lien and security interest in favor of this Certificate Indenture, or (B) no such action is necessary to make such Lien and security interest effective. The delivery of the Indenture Trustee, for the benefit Opinion of the Issuer Secured Parties, created by Counsel referred to in Section 2.02 shall be deemed to satisfy this Indenturerequirement. (b) Within 90 ninety days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six months after the Closing DateJanuary 1, 2014, the Certificate Issuer shall furnish to the Indenture Certificate Trustee and the Insurer, an Opinion of Counsel of counsel of the Certificate Issuer either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Certificate Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien Liens and the first priority perfected security interest created by this Certificate Indenture and reciting the details of such action or stating that that, in the opinion of such counsel, no such action is necessary to maintain such lien Liens and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Certificate Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required within the twelve-month period following the date of such opinion to maintain the lien Liens and the first priority perfected security interest of created by this Certificate Indenture.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee Trustee, the Noteholders, the Trust Collateral Agent and the Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture TrusteeTrust Collateral Agent, for the benefit of the Issuer Secured Parties, created by this IndentureIndenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, the Issuer shall furnish to the Indenture Trustee Trustee, Trust Collateral Agent and the Insurer, an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel, counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and Trustee, the Insurer and Xxxxxxx Mac an Opinion of Counsel stating that, in the opinion of such counsel, such actions have been taken with respect to the recording and filing of this IndenturePooling Agreement, any indentures Pooling Agreements supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, for the benefit of the Issuer Secured Parties, created by this IndenturePooling Agreement. (b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2001, the Issuer shall furnish to the Indenture Trustee Trustee, the Insurer and the InsurerXxxxxxx Mac, an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have been taken with respect to the recording, filing, re-recording and refiling of this IndenturePooling Agreement, any indentures Pooling Agreements supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture Pooling Agreement and reciting the details of such action or stating that in the opinion of such counsel, no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this IndenturePooling Agreement, any indentures Pooling Agreements supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this IndenturePooling Agreement.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee Trustee, the Class A Insurer and the Backup Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and Indenture with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, for the benefit of the Issuer Secured Parties, created by this IndentureIndenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six three months after the Closing Date, the Issuer shall furnish to the Indenture Trustee Trustee, the Class A Insurer and the Insurer, Backup Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel, counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this IndentureIndenture until the 90th day to occur in the following calendar year.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental heretoSeries Supplement, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, Trustee for the benefit of the Issuer Secured PartiesHolders, created by this IndentureIndenture and the related Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) Within 90 days after the beginning of each calendar year, beginning with 2001 the first calendar year beginning more than six months after the Closing Date, Master Servicer on behalf of the Issuer shall furnish to the Indenture Trustee and the Insurer, an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto Series Supplement and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and the related Series Supplement and reciting the details of such action or stating that in the opinion of such counsel, counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-re- recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this IndentureIndenture and the related Series Supplement until December 31 of the following calendar year.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel in the form of Exhibit B hereto, stating that, in the opinion of such counsel, such actions have been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, for the benefit of the Issuer Secured Parties, created by this Indenture, subject to the exceptions and qualifications set forth in such Opinion of Counsel. (b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 200_, the Issuer shall furnish to the Indenture Trustee and the Insurer, an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel, no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture.security

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee Trustee, the Trust Collateral Agent and the Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture TrusteeTrust Collateral Agent, for the benefit of the Issuer Secured Parties, created by this IndentureIndenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, the Issuer shall furnish to the Indenture Trustee Trustee, Trust Collateral Agent and the Insurer, an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel, counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental heretothe Series Supplement, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, Trustee for the benefit of the Issuer Secured PartiesHolders, created by this IndentureIndenture and the Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such perfected lien and security interest effective. (b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after succeeding the Closing Date, the Master Servicer on behalf of the Issuer shall furnish to the Indenture Trustee and the Insurer, Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto the Series Supplement and any other requisite documents and documents, with respect to the execution and filing of any financing statements and continuation statements statements, and with respect to the authentication of such records as are necessary to maintain the lien and security interest created by this Indenture and the Series Supplement and reciting the details of such action or stating that in the opinion of such counsel, counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and documents, the execution and filing of any financing statements and continuation statements and the authentication of such records that will, in the opinion of such counsel, be required to maintain the lien and security interest of this IndentureIndenture and the Series Supplement until March 31 of the following calendar year.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Class A Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording this Indenture and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, documents and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, for the benefit of the Issuer Secured Parties, created by this IndentureIndenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six three months after the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer, Class A Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel, counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this IndentureIndenture until the 90th day to occur in the following calendar year.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee Trustee, the Class A Insurer and the Backup Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and Indenture with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, for the benefit of the Issuer Secured Parties, created by this IndentureIndenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six three months after the Closing Cut-off Date, the Issuer shall furnish to the Indenture Trustee Trustee, the Class A Insurer and the Insurer, Backup Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel, counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this IndentureIndenture until the 90th day to occur in the following calendar year.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental heretoSeries Supplement, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, Trustee for the benefit of the Issuer Secured PartiesHolders, created by this IndentureIndenture and the related Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) Within 90 days after the beginning of each calendar year, beginning with 2000 the first calendar year beginning more than six months after the Closing Date, Master Servicer on behalf of the Issuer shall furnish to the Indenture Trustee and the Insurer, an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto Series Supplement and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and the related Series Supplement and reciting the details of such action or stating that in the opinion of such counsel, counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this IndentureIndenture and the related Series Supplement until December 31 of the following calendar year.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental heretoSeries Supplement, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, Trustee for the benefit of the Issuer Secured PartiesHolders, created by this IndentureIndenture and the related Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) Within 90 days after the beginning of each calendar year, beginning with 2000, the first calendar year beginning more than six months after the Closing Date, Master Servicer on behalf of the Issuer shall furnish to the Indenture Trustee and the Insurer, an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto Series Supplement and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and the related Series Supplement and reciting the details of such action or stating that in the opinion of such counsel, counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-re- recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this IndentureIndenture and the related Series Supplement until December 31 of the following calendar year.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental heretothe Series Supplement, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, Trustee for the benefit of the Issuer Secured PartiesHolders, created by this IndentureIndenture and the Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after succeeding the Closing Date, the Master Servicer on behalf of the Issuer shall furnish to the Indenture Trustee and the Insurer, an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto the Series Supplement and any other requisite documents and documents, with respect to the execution and filing of any financing statements and continuation statements statements, and with respect to the authentication of such records as are necessary to maintain the lien and security interest created by this Indenture and the Series Supplement and reciting the details of such action or stating that in the opinion of such counsel, counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and documents, the execution and filing of any financing statements and continuation statements and the authentication of such records that will, in the opinion of such counsel, be required to maintain the lien and security interest of this IndentureIndenture and the Series Supplement until December 31 of the following calendar year.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental heretoSeries Supplement, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, Trustee for the benefit of the Issuer Secured PartiesHolders, created by this IndentureIndenture and the related Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) Within 90 days after the beginning of each calendar year, beginning with ____ the first calendar year beginning more than six months after the Closing Date, Master Servicer on behalf of the Issuer shall furnish to the Indenture Trustee and the Insurer, an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto Series Supplement and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and the related Series Supplement and reciting the details of such action or stating that in the opinion of such counsel, counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this IndentureIndenture and the related Series Supplement until December 31 of the following calendar year.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental heretoSeries Supplement, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, Trustee for the benefit of the Issuer Secured PartiesHolders, created by this Indenture. (b) Indenture and the related Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. Within 90 days after the beginning of each calendar year, beginning with 2002 the first calendar year beginning more than six months after the Closing Date, Master Servicer on behalf of the Issuer shall furnish to the Indenture Trustee and the Insurer, an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto Series Supplement and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and the related Series Supplement and reciting the details of such action or stating that in the opinion of such counsel, counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this IndentureIndenture and the related Series Supplement until December 31 of the following calendar year.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee [and the Insurer ]an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental heretothe Series Supplement, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, Trustee for the benefit of the Issuer Secured Parties, created by this IndentureIndenture and the Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and perfected security interest effective. (b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after succeeding the Closing Date, the Master Servicer on behalf of the Issuer shall furnish to the Indenture Trustee [and the Insurer, Insurer ]an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto the Series Supplement and any other requisite documents and documents, with respect to the execution and filing of any financing statements and continuation statements statements, and with respect to the authentication of such records as are necessary to maintain the lien and security interest created by this Indenture and the Series Supplement and reciting the details of such action or stating that in the opinion of such counsel, counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and documents, the execution and filing of any financing statements and continuation statements and the authentication of such records that will, in the opinion of such counsel, be required to maintain the lien and security interest of this IndentureIndenture and the Series Supplement until March 31 of the following calendar year.

Opinions as to Trust Property. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Class A Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and Indenture with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Indenture Trustee, for the benefit of the Issuer Secured Parties, created by this IndentureIndenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six three months after the Closing Cut-off Date, the Issuer shall furnish to the Indenture Trustee and the Insurer, Class A Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel, counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this IndentureIndenture until the 90th day to occur in the following calendar year.